EXHIBIT 10.12
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National Healthcare Technology, Inc /Credit First Holdings Limited
Consulting Agreement
This agreement sets forth the terms (the "Agreement") between Credit First
Holding Limited (Credit First) and National Healthcare Technology Inc. ("the
Company") concerning business management services (hereafter being referred to
as the "Services") rendered to the Company from April 5, 2006 and continuing
through April 5, 2009.
When countersigned in the space provided below, this shall serve as our
agreement, as detailed below. Therefore, this Agreement contains the full and
complete understanding between the parties and supersedes all prior
understandings. It is further understood/agreed (when countersigned) that this
Agreement may not be altered, modified or changed in any way without the express
written consent of both parties and shall be construed in accordance with the
laws of the State of California applicable to agreements executed and wholly
performed within that State.
1. The Services
A. It is agreed that Credit First shall be retained to provide business
management services, and provide advice as it relates to the future of
the company. This service shall include the drafting and preparation of
business plans, operating budgets, cash flow projections and other
business management services, financial advisory services and
international financial and business development services. It is
understood that the company is venturing into a new direction into the
oil and gas business and desires to retain the services of consultant
in order to provide access to skills, knowledge and opportunities which
exist in the energy sector. The Company does not have any cash to pay
Credit First and as such agrees to issue the shares which are outlined
in this agreement as compensation for the services of Credit First. It
is understood that the shares have an unknown value since they are
restricted and have no ascertainable value.
B. It is understood that the Company has entered into this agreement based
upon the present character and composition of Credit First's management
and general good standing and reputation in the business community.
2. Compensation for the Services
In consideration for the services rendered by Credit First, Company
shall pay to Credit First as follows:
A. Company shall pay to Credit First a fee of Three Million Five Hundred
Thousand (3,500,000) shares of restricted stock of the company. This
fee shall be non-refundable and considered earned when the shares are
delivered. It is agreed that the fee shall be paid within 3 days after
execution of this agreement. Credit First may designate third parties
to be paid all or a portion of the fee by notifying Company. This
agreement may be assigned to principles of Credit First to perform this
service.
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3. Method of Compensation
The method of Compensation shall be in restricted stock of the company.
4. Termination
A. This agreement shall begin upon signing of the contract. The term of
this engagement will be theee (3) years and may be terminated by either
party upon thirty (30) days prior written notice if termination is
without cause, and immediately upon written notice if termination is
with cause.
B. In the event of termination, all fees and charges paid to Credit First
shall be considered earned and non-refundable.
5. Reports
At Company's request, Credit First agrees to supply a report at least
once a month, verbally or in writing, on general activities and actions
taken on behalf of the Company.
6. Materials
Company agrees to furnish any supplies and materials which Credit First
may need regarding the Company, its management, products, financial and
business status and plans.
7. Independent Contractor Status
Credit First is acting as an independent contractor, and not as an
employee or partner of the Company. As such, neither party has the
authority to bind the other, nor make any unauthorized representations
on the behalf of the other.
8. Services to Others
A. Company acknowledges that Credit First is in the business of providing
Consulting Services to other businesses and entities. Credit First's
services hereunder are not exclusive to Company and shall have the
right to perform the same or similar services for others, as well as
engage in other business activities.
9. Confidential Information
Credit First will use its best efforts to maintain the confidential
nature of the proprietary or confidential information and the Company
entrusts to it through strict control of its distribution and use.
Further, Credit First will use its best efforts to guard against any
loss to the Company and Credit First through the failure to maintain
the confidential nature of such information. "Proprietary" and
"confidential information," for the purpose of this Agreement shall
mean any and all information supplied to Credit First which is not
otherwise available to the public, including information which may be
considered "inside information" within the meaning of the U.S.
securities laws, rules and regulations.
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10. Indemnification
A. Company shall indemnify Credit First and its officers and employees and
hold them harmless for any acts, statements or decisions made by Credit
First in reliance upon information supplied to Credit First in
accordance with instructions from or acts, statements or decisions
approved by The Company. This indemnity and hold harmless obligation
shall include expenses and fees including reasonable attorney's fees
incurred by Credit First in connection with the defense of any act,
suit or proceeding arising out of the foregoing. Credit First makes no
written or expressed warranties or representations regarding its
abilities, skills, knowledge or time commitment to the Company. Credit
First will provide certain services on a best efforts basis as
available.
11. Other Transactions
A. A Business Opportunity shall include the merger, sale of assets,
consolidation or other similar transaction or series or combination of
transactions whereby the Company or its subsidiaries, both transfer to
a third entity or person, assets or any interest in its business in
exchange for stock, assets, securities, cash or other valuable property
or rights, or wherein they make a contribution of capital or services
to a joint venture, commonly owned enterprise or venture with the other
for purposes of future business operations and opportunities.
B. To be a Business Opportunity covered by this section, the transaction
must occur during the term of this Agreement, or during the period of
one (1) year after the expiration of this Agreement. In the event this
paragraph shall apply, any Transaction Fee due shall be based upon the
net value of the consideration, securities, property, business, assets
or other value given, paid, transferred or contributed by, or to the
Company, and shall be equal to eight percent (8%) of the consideration
for the acquisition, merger or purchase. Unless otherwise mutually
agreed in writing prior to the closing of any Business Opportunity, the
Transaction Fee shall be paid in cash or in kind at the closing of the
transaction. This fee shall be paid to Credit First for those companies
or opportunities which it directs to Client which are merged,
purchased, or introduced to Client.
13. Entirety
This instrument sets forth the entire agreement between Company and
Credit First. No promise, representation or inducement, except as
herein set forth, has been made by either party to this Agreement.
Should any provision of this Agreement be void or unenforceable, the
rest of this Agreement shall remain in full force. This Agreement may
not be cancelled, altered, or amended except in writing.
APPROVAL AND ACCEPTANCE
National Healthcare Technology, Inc
READ AND ACCEPTED this 5th day of April, 2006.
Signed: /s/
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By its authorized agent
Credit First Holding Limited
READ AND ACCEPTED this 5th day of April, 2006.
Signed:/s/
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Title: By its authorized Agent
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